Qorvo, Inc. 8-K

What Happened
Qorvo, Inc. (Form 8-K Item 5.02) announced on June 4, 2026 that its Compensation Committee approved fiscal 2027 performance-based restricted stock unit (PBRSU) awards under the 2022 Stock Incentive Plan for each named executive officer and a separate retention award for Philip J. Chesley (President of High Performance Analog). The Committee set the fair market value at $103.97 per share (Nasdaq close on June 4, 2026). FY2027 PBRSUs can pay out up to 200% of target for each metric and are earned only after the Committee certifies performance and applicable service requirements.

Key Details

• Date and valuation: PBRSUs and the retention award were approved June 4, 2026; FMV used = $103.97 per share.
• Award structure/metrics: FY2027 PBRSUs split by metric weight—50% tied to non‑GAAP operating income (one‑year targets for FY27, FY28, FY29), 25% tied to non‑GAAP gross margin (one‑year targets for FY27–FY29), and 25% tied to revenue measured for FY29 only.
• Target share amounts (assuming target performance): CEO Robert A. Bruggeworth — 33,183 (operating income), 16,591 (gross margin), 16,591 (revenue). CFO Grant A. Brown — 8,946; 4,472; 4,472. Other named officers: Philip J. Chesley 6,637; 3,318; 3,318; Steven E. Creviston 5,772; 2,885; 2,885; Paul J. Fego 8,079; 4,040; 4,040.
• Retention award for Chesley: 9,618 time‑based RSUs (vest in two equal annual installments) plus 9,618 PBRSUs tied to organic HPA revenue growth over FY27 and FY28 (up to 100% payout). RSUs may vest on a qualifying change in control per his agreement; PBRSUs remain subject to performance post‑closing of the announced Skyworks merger (performance won’t be measured at closing).

Why It Matters
These awards tie executive pay to multi‑year financial goals (operating income, gross margin, and revenue) and reflect changes the Committee made after shareholder feedback on prior pay metrics. For investors, this signals management focus areas (profitability and margin as well as future revenue) and sets potential equity dilution tied to certified performance. The retention package for the HPA leader shows the company is prioritizing continuity in that segment through the Skyworks transaction period.